Kore Announces Non-Brokered Private Placement
Kore Announces Non-Brokered Private
Placement
Vancouver, British Columbia--(Newsfile Corp. - November 1, 2024) - KORE Mining Ltd. (TSXV: KORE)
("
KORE
" or the "
Company
") is pleased to announce that it intends to complete a non-brokered private
placement (the "
Private Placement
") of up to 25,000,000 units (each, a "
Unit
") at a price of $0.04 per
Unit for aggregate gross proceeds of up to $1,000,000. There is no minimum subscription amount. Each
Unit will be comprised of one common share in the capital of the Company (a "
Common Share
") and
one Common Share purchase warrant (a "
Warrant
"). Each Warrant entitles the holder thereof will be
exercisable into one Common Share at a price of $0.06 per Warrant for a period of 36 months from the
date of issuance.
The net proceeds of the Private Placement will be used to advance permitting and exploration of its
wholly owned development properties in California, each of which are described further below, and for
working capital and general corporate purposes.
Closing of the Private Placement may be completed in one or more tranches and is subject to certain
customary conditions, including, without limitation, approval of the TSX Venture Exchange (the
"
Exchange
").
The securities to be issued under the Private Placement will be offered to all existing shareholders of the
Company who, as of the close of business on October 30, 2024 (the "
Record Date
"), held Common
Shares (and who continue to hold such Common Shares as of the closing date) in accordance with the
provisions of the "existing security holder exemption" contained in the various corresponding blanket
orders and rules of participating jurisdictions (the "
Existing Security Holder Exemption
"). The
Company is also offering the Private Placement to subscribers under other prospectus exemptions,
including the accredited investor exemption. Securities issued under the Private Placement will be
subject to a hold period which will expire four months and one day from the date of closing of the Private
Placement. The Company may pay finders' fees to subscribers directly introduced to the Company as
permitted by the policies of the Exchange.
There are certain conditions and restrictions when subscribers are relying upon the Existing Security
Holder Exemption, including, among other criteria: (a) the subscriber must be a shareholder of the
Company on the Record Date (and still be a shareholder as of the closing date of the Private
Placement), (b) be purchasing the Units as a principal - for its own account and not for any other party,
and (c) may not purchase more than $15,000 value of securities from the Company in any 12-month
period. However, in the event that a subscriber wishes to purchase more than a $15,000 value of
securities, then the subscriber may do so provided that it received suitability advice from a registered
investment dealer, and, in this case, subscribers will be asked to confirm the registered investment
dealer's identity and employer. Subscribers purchasing Units using the Existing Security Holder
Exemption will need to represent in writing that they meet the requirements of the Existing Security
Holder Exemption. As the Existing Security Holder Exemption contains certain restrictions and is only
available in certain jurisdictions in Canada, others that do not qualify under the Existing Security Holder
Exemption may qualify to participate under other prospectus exemptions.
The Private Placement may include one or more subscriptions by insiders of the Company, including a
subscription by James Hynes, Executive Chairman and CEO of the Company. Subscriptions completed
by insiders in the Private Placement may constitute a "related party transaction" as defined under
Multilateral Instrument 61-101-
Protection of Minority Security Holders in Special Transactions
("
MI 61-
101
"). The Private Placement is exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a)) as neither the fair market value
of the Common Shares distributed to, nor the consideration received from, interested parties exceeded
25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities issued pursuant to the Private Placement have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "
U.S.
Securities Act
") or any state securities laws and may not be offered or sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.
About the Imperial Gold Project
KORE owns 100% of the Mesquite-Imperial-Picacho District which captures the entire 28-kilometer
trend from the operating Mesquite mine (Equinox Gold) to the closed Picacho mine and including
KORE's Imperial project.
In the District, gold is hosted in local fault structures related to a series of
regional faults connecting the known District deposits.
Those three District deposits (Mesquite, Imperial,
and Picacho) were discovered in exposed outcrops and from placer workings.
The rest of the District is
covered by alluvium and has never been systematically explored.
The Mesquite-Imperial-Picacho District centers on KORE's Imperial project (the "
Imperial Gold
Project
").
Imperial is a structurally controlled intermediate sulfidation epithermal gold deposit. The 100%
oxide gold deposit is currently defined at 2.44 kilometers long and up to 0.75 kilometers wide and is
open both along strike and downdip. It is hosted in a shallowly southwest dipping, amphibolite grade
metamorphic rock suite along a west-northwest trending low-angle regional thrust fault system which
controls the regional geometry of mineralization. East-west striking, post-mineralization normal faults
control the property scale geometry of mineralization. Geophysical characterization of the deposit and
regional controlling structures is an essential component of exploration for additional resources.
Imperial has a mineral resource estimate and a positive preliminary economic
assessment effective
April 6, 2020,
with the following highlights:
US$ 590 million NPV5% post-tax with 64% IRR at US$ 1,800 per ounce gold
US$ 729 million NPV5% at post-tax with 75% IRR at US$ 2,000 per ounce gold
Low capital intensity project with only US$ 143 million pre-production capital cost
Average 146,000 ounces of gold per year over 8 years for 1.2 million ounces of total production
Technically simple project: shallow open pit, run-of-mine heap leach with existing infrastructure
Value enhancement through Mesquite-Imperial-Picacho District exploration and resource
expansion
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/5130/228561_c19081c154344aeb_001full.jpg
The Company's NI 43-101 compliant resource and preliminary economic assessment is titled
"Preliminary Economic Assessment - Technical Report Imperial Gold Project" effective as of April 6,
2020, and revised and amended on June 10, 2021, prepared by Terre Lane and Todd Harvey of Global
Resource Engineering and Glen Cole of SRK Consulting (Canada) Inc. can be found under the
Company's profile on SEDAR+ at
www.sedarplus.ca
and on the Company's website.
About Kore's Long Valley Project
Long Valley is a 100% owned epithermal gold and silver project located in Mono County, California (the
"
Long Valley Project
"). The large land package is district in scale and covers all deep-rooted fault
structures of similar genesis to the Hilton Creek fault, the primary 'conduit' for the current Long Valley
deposit.
The Long Valley deposit is an intact low sulphidation epithermal Au-Ag deposit with a large 2.5
km by 2 km oxide footprint, hosted within a melange of fine to coarse volcanogenic sedimentary
lithologies.
Mineralization at Long Valley has developed due to a combination of deep-rooted fault
structures and a resurgence of rhyolite within an active caldera.
The Hilton Creek Fault structure
transects and serves as a fluid conduit for interaction with the underlying hydrothermal system, while the
rhyolite resurgence caused brittle fracturing of sediments and created voids or traps for mineralization
and gold deposition.
The combination of these factors yields strongly altered kaolin and quartz-hematite
zones that are the primary host for gold mineralization.
The Hilton Creek Fault remains underexplored on-strike north and south and several parallel structures
have been defined using geophysics, the eastern one hosting some of the current mineral resources and
the western one being unexplored.
Long Valley is therefore open to potential new oxide discoveries in all
directions.
More details on the deposit geology and exploration potential can be found in KORE's
January 30, 2020
, and
March 24, 2020
news releases.
A total of 896 holes have been drilled on the Project, the majority being completed by reverse circulation
with lesser core, rotary, and air track.
The current mineral resource estimate is 1,217,000 ounces of
Indicated gold and 456,000 ounces of Inferred gold from 63.7 million tonnes of 0.58 grams per tonne and
22.0 million tonnes of 0.65 grams per tonne, respectively.
The mineral resource consists of oxide,
transition, and sulphides.
The estimate was prepared by Neil Prenn, P.E. of Mine Development
Associates with an effective date of September 15, 2020.
A Preliminary Economic Assessment for a shallow, low-strip heap leach Au-Ag project was filed on
October 27, 2020,
with the following highlights:
US $351.7 million NPV5% post-tax with IRR of 58% at US$ 1,800 per ounce gold;
US$ 437.8 million NPV5% post-tax with IRR of 67% at US$ 2,000 per ounce gold;
US$ 653.1 million NPV5% post-tax with IRR of 90% at US$ 2,500 per ounce gold;
102,000 ounces of gold per year over 7 years of mine life;
Technically simple: shallow open pit, heap leach with nearby infrastructure;
Unmodelled silver potential from metallurgical test-work; and
Shallow oxide and sulfide feeder exploration potential to further enhance the project.
After Tax NPV@5% and IRR Sensitivity to Gold Price (US $)
Gold Price $/tr oz
NPV 5% (millions)
IRR
1000
3.8
6%
1100
50.0
17%
1200
96.7
25%
1300
142.6
32%
1400
187.4
38%
1500
228.6
43%
1600
272.6
48%
1700
308.6
53%
1800
351.7
58%
1900
394.7
63%
2000
437.8
67%
2100
480.9
72%
2200
523.9
76%
2300
567.0
81%
2400
610.0
85%
2500
653.1
90%
2600
696.1
94%
2700
739.2
98%
2800
782.2
102%
2900
825.3
107%
3000
868.4
111%
Gold Price $/tr oz
NPV 5% (millions)
IRR
More information is available in the technical report filed on SEDAR+ at
www.sedarplus.ca
and on
KORE's website at
www.koremining.com
.
Technical information with respect to the Imperial Gold Project and Long Valley Project has been
reviewed and approved by Terre Lane, MMSA, registered member SME, and is a qualified person
under National Instrument 43-101 responsible for the technical matters of this news release.
About KORE Mining
KORE Mining is focused on responsibly creating value from its portfolio of gold assets in California,
USA. The Company is advancing the Imperial Gold Project and the Long Valley Gold Project towards
development while continuing to explore across both district-scale gold assets.
Further information on the Imperial Gold Project and the Long Valley Project and KORE can be found on
the Company's website at
www.koremining.com
or by contacting us as
or by
telephone at (888) 407-5450.
On behalf of KORE Mining Ltd.
"
James Hynes"
Executive Chairman and CEO
(888) 407-5450
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements relating to the future operations of the
Company and other statements that are not historical facts.
Forward-looking statements are often
identified by terms such as "will", "may", "should", "anticipate", "expects", "intends", "indicates" and
similar expressions.
All statements other than statements of historical fact, included in this release,
including, without limitation, statements regarding the future plans and objectives of the Company are
forward-looking statements.
Forward-looking statements in this news release include, but are not limited to, statements with respect
to: the ability to advance exploration activities at the Imperial Gold Project and Long Valley Project;
and the underexplored and prospective nature of the Imperial Regional Exploration Drilling area.
Such forward-looking statements, and any assumptions upon which they are based, are made in good
faith and reflect our current judgment regarding the direction of our business.
In connection with the
forward-looking information contained in this presentation, the Company has made numerous
assumptions, including, among others: that the Company will receive all required approvals, including
the approval of the Exchange for the Private Placement; that the Company will be able to close the
Private Placement as expected, including the size and terms of the Private Placement; that insiders
may participate in the Private Placement; investor demand will remain strong; that the Company will
not require additional subscriptions for the Private Placement; there being no significant change to
current geotechnical, metallurgical, hydrological and other physical conditions at the Imperial Gold
Project or the Long Valley Project; exploration, permitting, and development of the Imperial Gold
Project and the Long Valley Project being consistent with current expectations and planning; the
geological, permitting and economic advice that the Company has received is reliable and is based
upon practices and methodologies which are consistent with industry standards; and other planning
assumptions.
While the Company considers these assumptions to be reasonable, these assumptions
are inherently subject to significant uncertainties and contingencies.
Forward looking information involves known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by the forward-looking
information.
Known risk factors include, among others: approval for the Private Placement will not be
obtained from the Exchange; investor demand may weaken; the Private Placement will not complete
at the time or in the amount expected, or at all, or on the terms as set out in this news release; the
exemptions intended to be relied upon by the Company in completing the Private Placement may not
be available; the exploration drill program may not be completed as planned; the need to obtain
additional financing; uncertainty as to the availability and terms of future financing; the possibility of
delay in exploration or development programs and uncertainty of meeting anticipated program
milestones; uncertainty as to timely availability of permits and other government approvals.
Forward-looking statements contained herein are made as of the date of this news release and the
Company disclaims any obligation to update any forward-looking statements, whether as a result of
new information, future events or results, except as may be required by applicable securities laws.
There can be no assurance that forward-looking information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements.
Accordingly,
readers should not place undue reliance on forward-looking information.
Galaxy
There is no certainty that all or any part of the mineral resource will be converted into mineral
reserve. It is uncertain if further exploration will allow improving the classification of the Indicated or
Inferred mineral resource. Mineral resources are not mineral reserves and do not have demonstrated
economic viability.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/228561